Driving sustained value creation through ethical and effective leadership
Our board are the custodians of corporate governance. They set the ethical tone across our business by leading ethically and effectively – working towards the goal of improving the trust and confidence of stakeholders and reducing the cost of capitals.
The board’s governing structures, processes and actions, coupled with the mindful realisation of desired governance outcomes, enable and support the company’s value creation process in the short, medium and long term.
The company’s governance framework provides a solid foundation for the implementation of King IV and, on a continuous basis, the board applies these recommended principles to enable and support our value creation process. We do not follow a tick box approach to governance, but are committed to creating a culture of continuous improvement of our governance practices.
Board diversity policy
Our board of directors is constituted in terms of our memorandum of incorporation (MOI) and in line with King IV. We have ensured that the board comprises an appropriate balance of knowledge, skills, experience, diversity and independence to objectively and effectively discharge its governance role and responsibilities.
Our board has adopted policies for the promotion of gender and racial diversity at board level, and reports annually on how these policies have been considered and applied. Our gender diversity policy promotes a voluntary target of 40% female representation on the board over a three-year period, while the racial diversity policy promotes a voluntary target of 50% black representation on the board over the same period.
For more information, please read our board diversity policy
Board conflict of interest policy
Board members lead Redefine with integrity and competence, and in a manner that is responsible, accountable, fair and transparent, to ensure the achievement of our strategic objectives and positive outcomes over time.
Our directors understand that ethical and effective leadership complement and reinforce each other. By setting an example of doing business responsibly, they demonstrate their continued commitment to our values and to the ethical conduct that we embrace.
Our board members timeously inform the board of actual or potential conflicts of interest that they may have in relation to particular items of business or other directorships. In accordance with the board’s conflict of interest policy, comprehensive registers of individual directors’ interests in and outside the company are maintained, updated annually and noted by the board and its committees at each board meeting. Where there are conflicts of interest, these are minuted and the affected director/s recused from the relevant debate and/or decisions.
Our conflict of interest policy and supporting procedures were reviewed and improved during 2019, and prescribed declaration forms are widely communicated to employees annually. Digitalisation of the process assists in maintaining the highest possible standards of ethical conduct. Significant related-party transactions and related-party relationships, where control exists, are monitored and overseen by the nomination and governance committee and disclosed in detail in our AFS, in accordance with IAS 24.
For more information, please read our board conflict of interest policy
Appointment of directors policy
In terms of Redefine’s MOI, the board must comprise at least four directors, to be elected by shareholders as contemplated in Section 68 of the Companies Act. All directors are elected by an ordinary resolution of shareholders at the company’s annual general meeting (AGM).
The board similarly has authority to appoint any person as a director, either to fill a casual vacancy or as an addition to the board, provided that such directors are elected by shareholders at the next AGM of the company.
Directors are appointed in line with the company’s formal and transparent appointment of directors’ policy and are proposed to the board by the nomination and governance committee on the basis of their skills, knowledge and experience, and considering the company’s strategy and future needs. Director appointments promote the achievement of the board’s desired diversity and governance outcomes over time.
Any newly appointed director, appointed by the board during the year, is required to retire at the next AGM, and may be re-elected by shareholders. One-third of all directors retire on a rotational basis and make themselves available for re-election at the AGM, if eligible.
The board, through its nomination and governance committee, provides shareholders with a recommendation in the notice of the meeting at which the re-election of a retiring director is proposed, as to which directors are eligible for re-election, taking into account that director’s past performance and contribution. All shareholders have the right to nominate directors.
For more information, please read our Appointment of directors policy
The Remco is appointed by the board with delegated powers and operates independently from executive management. It provides oversight and makes decisions regarding remuneration-related matters within its mandate. Where relevant and required, the Remco will make recommendations to the board for its consideration and final approval. The Remco’s terms of reference provides the scope of responsibility, as delegated by the board, to review and make decisions on the remuneration policy and its implementation. The terms of reference are reviewed and amended annually and approved by the board. The roles and duties of the Remco are set out in the terms of reference.
For more information, please read our Remuneration committee terms of reference
For more information, please read our full remuneration report in the 2021 ESG report
Our team is committed to ensuring that every communication and stakeholder interaction is transparent, inclusive and constructive. This relational approach to business enables us to achieve our purpose – to create and preserve value over the short, medium and long term.
We group our material stakeholders in terms of their level of influence and our social impact. We are committed to understanding each stakeholder’s concerns and then applying all relevant inputs to our decision-making to ensure value creation.
For more information, please read our communications policy
Supplier code of conduct
As part of our commitment to fully integrate ESG into our daily activities and value chain, we have implemented a supplier code of conduct to ensure that suppliers remain accountable for their ESG impacts. We require full cooperation and buy-in from our suppliers, and expect full compliance with our conduct standards – asking suppliers to demonstrate an applied commitment to good governance, ethical conduct and long-term sustainability.
Our code of conduct summarises what we expect from our suppliers and business partners. The code of conduct covers five areas of supplier expectations:
- Supplier conduct towards representatives and employees
- Health and safety
- The natural environment
- Antibribery and anti-corruption
- Overall ethical conduct
In addition to these expectations, we also require our suppliers to comply with all applicable laws, legislation and regulations in all jurisdictions in which they operate. We have informed suppliers that the conduct provisions set out in our code of conduct do not replace any applicable laws, statutory provisions and legislations, and constitute an additional conduct standard. If a contract between us, or applicable laws and regulations, contain stricter or more detailed requirements than this code, then we expect our suppliers to meet those more stringent laws.
Our supplier code of conduct is enforced through self-assessments of suppliers, confirming that they have measures in place to promote the wellbeing of their employees.
For more information, please read our supplier code of conduct
For more information, please read our:
Our whistle-blowing serviceOur whistle-blowing service offers employees an anonymous and secure avenue for reporting unethical conduct. We are committed to protecting whistle-blowers from any occupational detriment on account of having made protected disclosures and undertake to treat any and all disclosures confidentially, in a manner that prevents prejudice and/or disadvantage to the disclosing party.
For more information, please read our Whistle-blowing policy
Redefine has a whistle-blowing facility available to all stakeholders